2005 SHAREHOLDER VALUE INCENTIVE PLAN

                          INSURANCE AUTO AUCTIONS, INC.
                        SHAREHOLDER VALUE INCENTIVE PLAN


Section 1. Establishment and Purpose.

Upon approval of its Board of Directors, Insurance Auto Auctions, Inc., an
Illinois corporation (the "Company"), hereby establishes an incentive plan for
certain executive employees known as the Insurance Auto Auctions, Inc.
Shareholder Value Incentive Plan (the "Plan"). The purpose of this Plan is to
provide participating executives an incentive to successfully complete a
possible business combination of the Company at the highest valuation per share,
thereby maximizing the Company's value.

Section 2. Definitions.

Whenever used in the Plan, the following terms shall have the meanings set forth
below:

a.  "Incentive Award" shall mean the incentive provision determined in
   accordance with the formula set forth in Section 5.

   b. "Participant" shall mean an executive employee of the Company who
   occupies a key executive position. A Participant shall participate in
   the Plan until the earliest to occur of (i) the Participant's
   termination of employment with the Company, (ii) the reassignment of
   the Participant from a key executive position, or (iii) the
   Determination Date.

c. "Determination Date" shall mean the effective date of a business combination.



Section 3. Administration.

The Plan shall be administered by the Compensation Committee (the "Committee")
of the Board of Directors. All costs of Plan implementation and Plan
administration shall be paid by the Company. Full power and authority to
construe, interpret and administer the Plan shall be vested in the Committee.
The Committee shall have the power, right and duty to interpret the provisions
of the Plan and may from time to time adopt rules with respect to the
administration of the Plan which are consistent with the Plan, and may amend any
and all rules previously established. The Committee may from time to time
delegate the performance of any part or all of its duties under the Plan. The
Committee or its delegatee may from time to time request advice or assistance or
engage such persons (including, without limitation, legal counsel and
accountants) as it deems necessary and proper for the administration of the
Plan. All determinations made by the Committee or its delegatee shall be final
and conclusive upon the Company, upon each Participant, and upon their
respective beneficiaries.








Section 4. Participation.

Participation in the Plan is limited to those executive employees of the Company
who occupy a key executive position and who are expressly designated by the
Committee to participate in the Plan. Notwithstanding anything contained herein
to the contrary, the Committee shall determine each Participant's Incentive
Award Target Percentage. Each employee who is designated as a Participant by the
Committee shall be notified in writing by the Committee of that determination,
and the Incentive Award Target Percentage for which the Participant is eligible.
Incentive Award opportunities are expressed in percentage terms for the plan
period and vary by participant. See Exhibit "A" for a list of participants and
target percentage for each.

Section 5. Incentive Awards.

   a.    Incentive Awards are earned based on achievement of a threshold
         valuation per share on the successful completion of a business
         combination of the company.


   b.    The base pool of $250,000 will be earned at the threshold price
         indicated in Exhibit "B". The pool will be increased by $100,000 per $1
         increase in share value above the threshold price. Each participant's
         Incentive Award will be the dollar value computed by multiplying their
         Incentive Award Target Percentage by the total pool established under
         the formula outlined above.


Section 6. Incentive Awards on Termination of Participation Prior to Plan
Termination.


   a.    A Participant whose participation in the Plan terminates prior to the
         Determination Date, for reasons other than death, total and permanent
         disability, shall not receive an Incentive Award pursuant to the
         formula set forth in Section 5.

   b.    A Participant whose participation in the Plan terminates prior to the
         Determination Date, by reason of death or total and permanent
         disability, shall be entitled to a payment of Incentive Awards, at
         target, pursuant to the formula set forth in Section 5,. For purposes
         of this Section 6b, the Committee shall apply such criteria as it deems
         appropriate to determine whether a Participant is totally and
         permanently disabled.


Section 7. Payments.

With respect to an individual who ceases to be a Participant in the Plan for any
reason prior to the Determination Date, any amounts payable to the individual
under the Plan shall be paid in

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such form and at such time or times as the Committee deems appropriate but not
later than fifteen (15) days after the effective date of a transaction. With
respect to an employee who remains a Participant through the Determination Date,
any amounts payable to the Participant under the Plan shall be paid in the form
of a single sum within a reasonable period of time following the Determination
Date. Notwithstanding any other provision of the Plan, the Company may withhold
from any payment to be made under the Plan such amount or amounts as may be
required for purpose of complying with the tax withholding provisions of the
Internal Revenue Code of 1986, as amended, or any similar state of local laws.

Section 8. Designation of Beneficiaries.

Each Participant from time to time may name any person (who may be named
concurrently, contingently or successively) to whom the Participant's payment
under the Plan is to be paid if the Participant dies before he receives such
payment. Each such beneficiary designation will revoke all prior designations by
the Participant, shall not require the consent of any previously-named
beneficiary, shall be in a form prescribed by the Committee and will be
effective only when filed with the Committee during the Participant's lifetime.
If a Participant fails to designate a beneficiary before his death, as provided
above, or if the beneficiary designated by a Participant dies before the date of
the Participant's death, the Committee shall pay the Participant's payment to
the Participant's surviving spouse, or if there is no surviving spouse, to the
Participant's estate.

Section 9. No Alienation or Transfer.

Prior to payment hereunder, no payment or the rights of any Participant under
the Plan to any payment shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
such attempted action shall be void and, at the Committee's sole discretion, may
lead to forfeiture. No payment shall be in any manner subject to the debts,
contracts, liabilities, engagements, or torts of any Participant.

Section 10. No Funding.

All payments to be made hereunder shall be paid from the general assets of the
Company, and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts. No Participant shall
have any right, title, or interest whatsoever in or to any amounts under the
Plan prior to receipt. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust or
fund of any kind, or a fiduciary relationship between the Company and any other
person. The rights of any Participant or beneficiary to any amounts hereunder
shall be no greater than those of an unsecured general creditor of the Company.


Section 11. No Right of Continued Employment.

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Neither the establishment of the Plan nor the payment of any payment hereunder
nor any action of the Company or of the Committee shall be held or construed to
confer upon any person any legal right to be continued in the employ of the
Company.

Section 12. Amendment and Termination of Plan.

The Board of Directors of the Company reserves the right to amend or terminate
the Plan, in whole or in part, at any time. No amendment or termination shall
adversely affect the right of any Participant to any Incentive Award prior to
the date of such amendment or termination. A Participant's interest in his
Incentive Award, with respect to any amendment or termination of the Plan before
the Determination Date, will be calculated using the greater of the market price
of the stock at the time of termination or the value of any transaction
completed within one year following termination of the plan..

Section 13. Successors.

The obligations of the Company under the Plan shall be binding upon any
successor corporation or entity which shall succeed to substantially all of the
assets or business of the Company, and the term "Company," whenever used in the
Plan, shall mean and include any such corporation or entity after such
succession.

Section 14. Gender and Number.

Where the context admits, words denoting men include women, the plural includes
the singular, and the singular includes the plural.

Section 15. Absence of Liability.

Neither the Company, the Board, nor any Committee member shall be personally
liable for any act done or omitted to be done in good faith in the
administration of the Plan.


Section 16. Term.

Unless the Plan is earlier terminated pursuant to the above provisions, this
Plan shall terminate on completion of payment or December 31, 2005.

Section 17. Governing Law.

All questions pertaining to the construction, regulation, validity and effect of
the provisions of the Plan shall be determined in accordance with laws of the
State of Illinois.

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                                    EXHIBIT A




Participants, Positions, and Incentive Payment Target Percentage

                                                                  
Thomas O'Brien             Chief Executive Officer                         22%

David Montgomery           Chief Operations Officer                      16.67%

Don Hermanek               SVP Sales & Marketing                         16.67%

Scott Pettit               Chief Financial Officer                       16.67%

John Nordin                Chief Information Officer                        10%

John Kett                  SVP Business Development                         10%

Sidney Kerley              VP General Counsel                                8%


                                    EXHIBIT B


The threshold price per share                                              $22





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